Clearwater Analytics Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CWAN
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2024
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(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: 208 433-1200
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 20, 2024, Clearwater Analytics Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The Company’s stockholders voted on two proposals at the Special Meeting, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 19, 2024 (the “Definitive Proxy Statement”). Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on November 18, 2024 (the “Record Date”) and holders of the Company’s Class C common stock and Class D common stock were entitled to ten votes per share held as of the Record Date. Holders of the shares of Class A common stock, Class C common stock and Class D common stock voted together as a single class on all matters submitted to a vote of stockholders at the Special Meeting. The final results with respect to each proposal are set forth below:
Proposal 1 – Approval of the TRA Amendment
The Unaffiliated Stockholders (as defined in the Definitive Proxy Statement) approved the proposal to adopt Amendment No. 1 to the Tax Receivable Agreement (the “Amendment”), dated November 4, 2024, by and among the Company, CWAN Holdings, LLC and certain investment vehicles affiliated with the Principal Equity Owners (as defined in the Definitive Proxy Statement), pursuant to which the Tax Receivable Agreement (the “TRA”), dated September 28, 2021, by and among the Company, CWAN Holdings, LLC and the TRA Parties (as defined in the Definitive Proxy Statement) will be amended to provide for the payment of one-time settlement payments as consideration for the complete and full termination of the Company’s payment obligations (past, present and future) under the TRA and the relinquishing of all payment rights (past, present and future) of the TRA Parties under the TRA, with the vote totals as set forth in the table below:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||||||||
| All stockholders entitled to vote | 665,424,069 | 5,469 | 240,883 | - | ||||||||||
| Unaffiliated Stockholders | 177,626,879 | 5,469 | 240,883 | - | ||||||||||
Proposal 2 – Adjournment of the Special Meeting
The stockholders approved the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, with the vote totals as set forth in the table below:
Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||||||||||||||||||||||||||||||||||||||||
| 661,397,646 | 3,959,085 | 313,690 | - | |||||||||||||||||||||||||||||||||||||||||
However, an adjournment was unnecessary because there was a quorum present and there were sufficient votes received at the Special Meeting to approve the proposal to adopt the Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Clearwater Analytics Holdings, Inc. | |||||||||||
| Date: | December 20, 2024 | By: | /s/ Alphonse Valbrune | ||||||||
| Alphonse Valbrune, Chief Legal Officer and Corporate Secretary | |||||||||||